Exhibit 3.2(l)(i)
B Y - L A W S
OF
CHECK MART OF WISCONSIN, INC.
(a Wisconsin Corporation
ARTICLE I. - OFFICES
A. The registered office of the corporation in the State
of Wisconsin shall be c/o CT Corporation System, 44 East Mifflin
Street, Madison, Wisconsin 53703.
B. The corporation may also have offices at such other
places within or without Wisconsin as the Board of Directors may from
time to time appoint or the business of the Corporation may require.
ARTICLE II. - SEAL
A. The corporation seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words
"Corporate Seal, Wisconsin."
ARTICLE III. - SHAREHOLDERS' MEETING
A. Meetings of the shareholders shall be held at the
registered office of the corporation or at such other place or places,
either within or without the State of Wisconsin, as may from time to
time be selected.
B. The annual meeting of the shareholders shall be held on
the first day of April in each year if not a legal holiday, and if a
legal holiday, then on the next secular day following at 10 o'clock
A.M., when they shall elect a Board of Directors, and transact such
other business as may properly be brought before the meeting. If the
annual meeting shall not be called and held during any calendar year,
any shareholder may call such meeting at any time thereafter.
C. The presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on the particular matter shall
constitute a quorum for the purpose of considering such matter, and,
unless otherwise provided by statute the acts, at a duly organized
meeting, of the shareholders present, in person or by proxy, entitled
to cast at least a majority of the votes which all shareholders
present are entitled to cast shall be the acts of the shareholders.
The shareholders present at a duly organized meeting can continue to
do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Adjournment or
adjournments of any annual or special meeting may be taken, but any
meeting at which directors are to be elected shall be adjourned only
from day to day, or for such longer periods not exceeding fifteen days
each, as may be directed by shareholders who are present in person or
by proxy and who are entitled to cast at least a majority of the votes
which all such shareholders would be entitled to cast at an election
of directors until such directors have been elected. If a meeting
cannot be organized because a quorum has not attended, those present
may, except as otherwise provided by statute, adjourn the meeting to
such time and place as they may determine, but in the case of any
meeting called for the election of directors, those who attend the
second
of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing
directors.
D. Every shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent to corporate action in
writing without a meeting, may authorize another person or persons to
act for him by proxy. Every proxy shall be executed in writing by the
shareholders, or by his duly authorized attorney in fact, and filed
with the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein. A proxy shall not be
revoked by the death or incapacity of the maker unless before the vote
is counted or the authority is exercised, written notice of such death
or incapacity is given to the Secretary of the corporation. A
shareholder shall not sell his vote or execute a proxy to any person
for any sum of money or anything of value. A proxy coupled with an
interest shall include an unrevoked proxy in favor of a creditor of a
shareholder and such proxy shall be valid so long as the debt owed by
him to the creditor remains unpaid. Elections for directors need not
be by ballot, except upon demand made by a shareholder at the election
and before the voting begins. Except as otherwise provided in the
Articles, in each election of directors cumulative voting shall be
allowed.
No share shall be voted at any meeting upon which any installment is
due and unpaid.
E. Written notice of the annual meeting shall be given to
each shareholder entitled to vote thereat, at least ten days prior to
the meeting.
F. In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be
shareholders, to act at such meeting or any adjournment thereof. If
judges of election be not so appointed, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall,
make such appointment at any meeting. The number of judges shall be
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled
to vote shall determine whether one or three judges are to be
appointed. On request of the chairman of the meeting, or of any
shareholder or his proxy, the judges shall make a report in writing of
any challenge or question or matter determined by them, and execute a
certificate of any fact found by there. No person who is a candidate
for office shall act as a judge.
G. Special meetings of the shareholders may be called at
any time by the President, or the Board of Directors, or shareholders
entitled to cast at least one-tenth of the votes which all
shareholders are entitled to cast at the particular
meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the duty of the
Secretary to fix the date of the meeting, to be held not more than
sixty days after the receipt of the request, and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling the
meeting may do so.
H. Business transacted at all special meetings shall be
confined to the objects stated in the call and matters germane
thereto, unless all shareholders entitled to vote are present and
consent.
I. Written notice of a special meeting of the shareholders
stating the time and place and object thereof, shall be given to each
shareholder entitled to vote thereat at least ten days before such
meeting, unless a greater period of notice is required by statute in a
particular case.
J. The officer or agent having charge of the transfer
books shall make at least five days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at
the meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list shall be subject to
inspection by any shareholder at any time during usual business hours.
Such list shall also be produced and kept open at the time and place
of the meeting, and shall be
subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this state, shall be prima facie evidence as
to who are the shareholders entitled to examine such list or share
ledger or transfer book, or to vote in person or by proxy at any
meeting of shareholders.
ARTICLE IV. - DIRECTORS
A. The business of this corporation shall be managed by
its Board of Directors, two in number. The directors need not be
resident of this state or shareholders in the corporation. They shall
be elected by the shareholders at the annual meeting of shareholders
of the corporation, and each director shall be elected for the term of
one year, and until his successor shall be elected and shall qualify.
B. In addition to the powers and authorities by these
ByLaws expressly conferred upon them, the Board may exercise all such
powers of the corporation and do all such lawful acts and things as
are not by statute or by the Articles or by these By-Laws directed or
required to be exercised or done by the shareholders.
C. The meetings of the Board of Directors may be held at
such place within this state, or elsewhere, as a majority of
the directors may from time to time appoint, or as may be designated
in the notice calling the meeting.
D. Each newly elected Board may meet at such place and
time as shall be fixed by the shareholders at the meeting at which
such directors are elected and no notice shall be necessary to the
newly elected directors in order legally to constitute the meeting, or
they may meet at such place and time as may be fixed by the consent in
writing of all the directors.
E. Regular meetings of the Board shall be held without
notice at the registered office of the corporation, or at such other
time and place as shall be determined by the Board.
F. Special meetings of the Board may be called by the
President on two days' notice to each director, either personally or
by mail or by telegram; special meetings shall be called by the
President or Secretary in like manner and on like notice on the
written request of a majority of the directors in office.
G. A majority of the directors in office shall be
necessary to constitute a quorum for the transaction of business, and
the acts of a majority of the directors present at a meeting at which
a quorum is present shall be the acts of the Board of Directors. Any
action which may be taken at a meeting of the directors may be taken
without a meeting if a consent or consents in writing, setting forth
the action so taken, shall be signed by
all the directors and shall be filed with the Secretary of the
corporation.
H. Directors as such, shall not receive any stated salary
for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board PROVIDED, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE V. - OFFICERS
A. The executive officers of the corporation shall be
chosen by the directors and shall be a President, Secretary and
Treasurer. The Board of Directors may also choose a Vice President,
and such other officers and agents as it shall deem necessary, who
shall hold their offices for such terms and shall have such authority
and shall perform such duties as from time to time shall be prescribed
by the Board. Any number of offices may be held by the same person
except the offices of President and Secretary, and the offices of
President and Vice President. It shall not be necessary for the
officers to be directors.
B. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
C. The officers of the corporation shall hold office for
one year and until their successors are chosen and have qualified.
Any officer or agent elected or appointed by the Board may be removed
by the Board of Directors whenever in its judgment the best interests
of the corporation will be served thereby.
D. The President shall be the chief executive officer of
the corporation; he shall preside at all meetings of the shareholders
and directors; he shall have general and active management of the
business of the corporation, shall see that all orders and resolutions
of the Board are carried into effect, subject, however, to the right
of the directors to delegate any specific powers, except such as may
be by statute exclusively conferred on the President, to any other
officer or officers of the corporation. He shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and
shall have the general powers and duties of supervision and management
usually vested in the office of the President of a corporation.
E. The Secretary shall attend all sessions of the Board
and all meetings of the shareholders and act as clerk thereof, and
record all the votes of the corporation and the minutes of all its
transactions in a book to be kept for that purpose; and shall perform
like duties for all committees of the
Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, and under whose supervision he
shall be. He shall keep in safe custody the corporate seal of the
corporation, and when authorized by the Board, affix the same to any
instrument requiring it.
F. The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation, and shall
keep the moneys of the corporation in a separate account to the credit
of the corporation. He shall disburse the funds of the corporation as
may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial
condition of the corporation.
ARTICLE VI. - VACANCIES
A. If the office of any officer or agent, one or more,
becomes vacant for any reason, the Board of Directors may choose a
successor or successors, who shall hold office for the unexpired term
in respect of which such vacancy occurred.
B. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors,
shall be filled by a majority of the remaining members of the Board
though less than a quorum, and each person so elected shall be a
director until his successor is elected by the shareholders, who may
make such election at the next annual meeting of the shareholders or
at any special meeting duly called for that purpose and held prior
thereto.
ARTICLE VII. - CORPORATE RECORDS
A. There shall be kept at the registered office or
principal place of business of the corporation an original or
duplicate record of the proceedings of the shareholders and of the
directors, and the original or a copy of its By-Laws, including all
amendments or alterations thereto to date, certified by the Secretary
of the corporation. An original or duplicate share register shall
also be kept at the registered office or principal place of business
or at the office of a transfer agent or registrar, giving the names of
the shareholders, their respective addresses and the number and
classes of shares held by each.
B. Every shareholder shall, upon written demand under oath
stating the purpose thereof, have a right to examine, in person or by
agent or attorney, during the usual hours for business for any proper
purpose, the share register, books or records of account, and records
of the proceedings of the
shareholders and directors, and make copies or extracts therefrom. A
proper purpose shall mean a purpose reasonably related to such
person's interest as a shareholder. In every instance where an
attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorized the attorney or other
agent to so act on behalf of the shareholder. The demand under oath
shall be directed to the corporation at its registered office in the
State or at its principal place of business.
ARTICLE VIII. - SHARE CERTIFICATES, DIVIDENDS, ETC.
A. The share certificates of the corporation shall be
numbered and registered in the share ledger and transfer books of the
corporation as they are issued. They shall bear the corporate seal
and shall be signed by the President or a Vice President and the
Secretary or Assistant Secretary.
B. Transfer of shares shall be made on the books of the
corporation upon surrender of the certificates therefor, endorsed by
the person named in the certificate or by attorney, lawfully
constituted in writing. No transfer shall be made which is
inconsistent with law.
C. The Board of Directors may fix a time, not more than
fifty days, prior to the date of any meeting of
shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares will be made or go
into effect, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, any such meeting,
or entitled to receive payment of any such dividend or distribution,
or to receive any such allotment of rights, or to exercise the rights
in respect to any such change, conversion, or exchange of shares. In
such case, only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of, or to vote at,
such meeting or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid. The Board of
Directors may close the books of the corporation against transfers of
shares during the whole or any part of such period, and in such case,
written or printed notice thereof shall be mailed at least ten days
before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by him
to the corporation for the purpose of notice. While the stock transfer
books of the corporation are closed, no transfer of shares shall be
made thereon. If no record date is fixed for the determination of
shareholders entitled to receive
notice of, or vote at, a shareholders' meeting, transferees or shares
which are transferred on the books of the corporation within ten days
next preceding the date of such meeting shall not be entitled to
notice of or to vote at such meeting.
D. In the event that a share certificate shall be lost,
destroyed or mutilated, a new certificate may be issued thereof or
upon such terms and indemnity to the corporation as the Board of
Directors may prescribe.
E. The Board of Directors may declare and pay dividends
upon the outstanding shares of the corporation, from time to time and
to such extent as they deem advisable, in the manner and upon the
terms and conditions provided by statute and the Articles of
Incorporation.
F. Before payment of any dividend there may be set aside
out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think
conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX. - MISCELLANEOUS PROVISIONS
A. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board
of Directors may from time to time designate.
B. The fiscal year of the corporation shall begin on the
first day of January.
C. Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by
sending a copy thereof through the mail, or by telegram, charges
prepaid, to his address appearing on the books of the corporation, or
supplied by him to the corporation for the purpose of notice. If the
notice is sent by mail or by telegraph, it shall be deemed to have
been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for the transmission to such
person. Such notice shall specify the place, day and hour of the
meeting and, in the case of a special meeting of shareholders, the
general nature of the business to be transacted.
D. Whenever any written notice is required by statute, or
by the Articles or By-Laws of this corporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Except in the case of a
special meeting of shareholders, neither the business to be transacted
at nor the purpose of the meeting
need be specified in the waiver of notice of such meeting. Attendance
of a person, either in person or by proxy, at any meeting shall
constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully
called or convened.
E. One or more directors or shareholders may participate
in a meeting of the Board, or a committee of the Board or of the
shareholders, by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other.
F. Except as otherwise provided in the Articles or By-Laws
of this corporation, any action which may be taken at a meeting, of
the shareholders or of a class of shareholders may be taken without a
meeting, if a consent or consents in writing, setting forth the action
so taken, shall be signed by all of the shareholders who would be
entitled to vote at a meeting for such purpose and shall be filed with
the Secretary of the corporation.
G. Any payments made to any officer or employee of the
corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to
the corporation to the full extent of
such disallowance. It shall be the duty of the directors, as a Board,
to enforce payment of each such amount disallowed. In lieu of payment
by the officer or employee, subject to the determination of the
directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has
been recovered.
ARTICLE X. - ANNUAL STATEMENT
A. The President and Board of Directors shall present at
each annual meeting a full and complete statement of the business and
affairs of the corporation for the preceding year. Such statement
shall be prepared and presented in whatever manner the Board of
Directors shall deem advisable and need not be verified by a certified
public accountant.
ARTICLE XI. - AMENDMENTS
A. These By-Laws may be amended or repealed by the vote of
shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast thereon, at any regular or
special meeting of the shareholders, duly convened after notice to the
shareholders of that purpose.
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